Equity Sharing Agreement for Employees

Document Sample
Equity Sharing Agreement for Employees Powered By Docstoc
					Industry Synchrophasor Data-Sharing Agreement



I. Parties
   1. This Agreement is between the North American Electric Reliability Corporation (NERC)
       and each signatory hereto, who are the direct Parties to this document, as well as between
       each such Party, and jointly among all the Parties hereto.
   2. Additional signatories may become Parties hereto at any date after the effective date of
       this Agreement, without requiring the written approval of earlier Parties, by contacting
       NERC and providing NERC with a signed copy of this Agreement. Copies of such signed
       Agreements shall be provided to all other Parties by NERC and shall be incorporated
       herein and treated as a part hereof. NERC will maintain an up-to-date list of signatories to
       this agreement at a spot on its website accessible to all Parties, and shall make such list
       available to other entities as appropriate. Signatories that become Parties to this
       Agreement by the aforesaid procedure shall have the same rights and obligations as all
       other Parties, except that these rights and obligations shall commence on the date that
       each such new Party signs a copy of this Agreement.
   3. NERC may delegate the performance of operational/management tasks under this
       Agreement to a third party (whether or not incorporated or non-profit), which entity shall
       be bound hereto in all respects, and as fully, as is NERC itself. Before any such
       delegation takes effect, however, the qualifications of such third party to undertake said
       tasks, and whether Data Protection and Confidentiality Statement(s) shall be required,
       will be reviewed by the Oversight Group established as prescribed in Section V. Tasks
       that may be delegated to a third party may include gathering, aggregation, and/or storage
       of Covered Data, transmission of Covered Data to Grid Operational Entities and
       Participants or to Researchers, maintenance of an updated, complete list of Parties (and


                                     116-390 Village Blvd.
                                      Princeton, NJ 08540
                                 609.452.8060 | www.nerc.com
       contacts, etc.), obtaining additional or later Party signatures, and providing any
       notifications required of NERC. Responsibility for obligations under this Agreement, and
       liability for breaches thereof, cannot be delegated.
   4. Researchers are not considered direct Parties hereto, but their authorized access to
       Covered Data shall be covered through this Agreement by separate, individual
       Synchrophasor Research Data-Sharing Agreement(s), based on this Agreement, to be
       substantially in the form attached hereto as Appendix B, which shall each become an
       Appendix hereto immediately as it is entered into.

II. Purposes and Intent
   1. The mutual promises and representations herein are deemed by each Party hereto to be
       good and sufficient consideration for this Agreement.
   2. The intent and objective of this Agreement is to facilitate sharing of Phasor Measurement
       Unit (―PMU‖), or Synchrophasor, data (―Covered Data‖) with Operational Entities of,
       and Participants in, the bulk electric segment of the North American electricity industry
       (the ―Grid‖), and with Researchers as defined herein, solely for purposes related to
       maintaining, and potentially improving, the operation or reliability of the Grid, or
       reducing Grid operating costs (collectively, ―Permitted Purposes‖). Use of Covered Data
       for the development of commercial products or services that may themselves be used to
       enhance the operation or reliability of the Grid, or reduce Grid operating costs, may also
       be authorized as Permitted Purposes under this Agreement, through processes and
       standards to be developed and agreed to by the Oversight Group established under this
       Agreement.
   3. Covered Data to be shared pursuant to this Agreement is considered confidential,
       business sensitive, critical energy infrastructure information, and potentially harmful to
       competition if inappropriately disseminated. Thus, Covered Data (i) must be kept secret
       and protected from public or other unpermitted disclosure, (ii) may not be used for a
       purpose other than as expressly permitted by this Agreement, and (iii) must not be used,
       or made available for use, in Merchant/Market Function activities as defined herein.
   4. Covered Data to be shared with Grid Operational Entities and Participants, and with
       Researchers, pursuant to this Agreement is considered by the Parties to be, and shall be


Industry Synchrophasor Data-Sharing Agreement                                           Page 2 of 23
February 2010
       treated hereunder as, the property of the entire interconnected Grid. This reflects the fact
       that all Covered Data is itself a representation of the impact of the entire interconnected
       Grid on, and as measured at, each Covered Data collection point thereon. Thus, Covered
       Data collected at any point on the Grid is not considered or treated hereunder as solely
       the property of the owner of either (i) the location at which the Covered Data was
       collected, or (ii) the PMU or Synchrophasor collecting said data.
       (a) NERC – consistent with its status as the designated North American Electric
           Reliability Organization – will protect and exercise the Grid’s overall rights in and to
           said data, on behalf of and in trust for all Parties and non-Party Grid Operational
           Entities and Participants, and in particular to ensure that any commercial product or
           service developed from the use or analysis of Covered Data or Derived Information is
           available to all Grid Operational Entities and Participants at prices, and under other
           terms and conditions, reasonable and acceptable to the Parties hereto, pursuant to
           Section VI, Paragraph 2 of this Agreement, as established through processes and
           standards to be developed and agreed to by the Oversight Group established
           hereunder.
       (b) Data Providers, under Section VI, Paragraph 3 of this Agreement, may use any or all
           Covered Data that they collect at any point owned by said entity, or Derived
           Information created therefrom, for any of their own internal purposes – such as for
           internal operations or reliability – which use shall be outside of any control under this
           Agreement. However, a Data Provider’s use or analysis of Covered Data, wherever
           collected, or Derived Information created therefrom, for the creation of a commercial
           product or service for sale to another entity (―Commercial Use‖), shall likewise be
           subject to Section VI, Paragraph 2 of this Agreement.
   5. Potential Parties to this Agreement are intended to include Grid Operational Entities and
       any other entities that:
       (a) create or collect Covered Data, and deliver it to NERC or Grid Operational Entities
           and Participants, for direct Grid operation and reliability;
       (b) process and analyze Covered Data for direct or internal Grid operational and
           reliability purposes (i.e., neither for ―Commercial Use‖ nor use as a ―Researcher,‖ as
           such terms are defined herein); and/or

Industry Synchrophasor Data-Sharing Agreement                                           Page 3 of 23
February 2010
       (c) Grid Participants and other entities that receive Covered Data or the result of any such
           aforesaid processing and analysis for their direct, internal use in Grid or non-Grid
           operations and reliability (although such entities need not be Parties).
   6. Entities, including Parties hereto, wishing to use for research purposes any Covered Data
       that was not collected from a point owned by said entity (―Researchers‖), must first
       obtain authorization from NERC, with such authorization to be governed by processes
       and standards to be developed and agreed to for this purpose by the Oversight Group
       established hereunder. The authorized access to Covered Data, and use thereof by,
       Researchers – although they not considered direct Parties hereto – shall be covered
       through this Agreement by separate, individual Synchrophasor Research Data-Sharing
       Agreement(s), based on this Agreement and substantially in the form attached hereto as
       Appendix B, which shall each become an Appendix hereto immediately as it is entered
       into.

III. Definitions
   1. Agreement. This document and all attached Annexes, Appendices, Schedules, etc., the
       terms of which are hereby incorporated by reference.
   2. Commercial Use. Use or analysis of Covered Data or Derived Information for the
       creation or development of commercial products or services, for sale to another entity,
       that may be used to enhance the operational performance or reliability of the Grid, or
       reduce its operating costs.
   3. Covered Data. Phasor Measurement Unit or Synchrophasor data, whether or not ―real
       time,‖ including any other information that would allow the Covered Data to be identified
       as related to a specific Party. Covered Data does not include Derived Information, but
       Derived Information must be protected just as is Covered Data, unless explicit, written
       waiver of that requirement has been granted pursuant to this Agreement. Covered Data
       also does not include information that:
       (1) prior to its receipt under this Agreement, was – as evidenced by a Party’s written
           records – (i) already in that Party's possession without restriction on disclosure, or
           (ii) obtained from a third party legally free to disclose such information;
       (2) is otherwise available from a public source;


Industry Synchrophasor Data-Sharing Agreement                                            Page 4 of 23
February 2010
       (3) is, in a written document signed by NERC that is issued pursuant to policies and
           procedures established for this purpose by the Oversight Group established under this
           Agreement, authorized (i) for use without confidentiality restrictions, or (ii) as no
           longer requiring such restrictions; or,
       (4) was developed by a Party independent of any disclosure made under this Agreement,
           as evidenced by that Party’s written records.
   4. Data Protection and Confidentiality Statement. A statement substantially as set forth
       in Appendix A hereto, which incorporates the terms of this Agreement by reference, and
       is intended to bind all signers thereof to this Agreement as described in Article VII
       hereto.
   5. Data Provider. Any Party to this Agreement collecting and providing Covered Data
       pursuant hereto, and individual employees, contractors, and agents (lawyers, etc.) of any
       such Party.
   6. Data Recipient. Any entity, whether or not a Party hereto, receiving Covered Data
       pursuant to this Agreement, for its own internal Grid or non-Grid operational or
       reliability use (and not as a Researcher), or for retransmission or other distribution for a
       Permitted Purpose as authorized herein, and all individual employees, contractors,
       delegees, agents, and lawyers, etc., of any such entity who have signed a Data Protection
       and Confidentiality Statement and thereby have been authorized under this Agreement to
       receive or have access to Covered Data.
   7. Derived Information. Data or other information created by any entity from analysis of
       Covered Data received pursuant to this Agreement. Derived Information is to be
       considered, treated, and protected as if it were Covered Data – i.e., confidential, business
       sensitive, critical energy infrastructure information, potentially harmful to competition,
       and proprietary to the Grid hereunder – unless NERC has agreed to the contrary in a
       signed, written document.
   8. Grid. The bulk electric segment of the North American electricity industry.
   9. Grid Operational Entity. Any entity that operates, manages, or controls some portion of
       the Grid, with real-time operational and reliability responsibilities, including, for example
       and without limitation, ―balancing authorities,‖ ―reliability coordinators,‖ and
       ―transmission operators.‖

Industry Synchrophasor Data-Sharing Agreement                                             Page 5 of 23
February 2010
   10. Grid Participant. Any entity that uses, or operates by means of, the Grid, but is not a
       Grid Operational Entity.
   11. Merchant/Market Function. Sale of electric energy to others.
   12. NERC. The North American Electric Reliability Corporation and any entity that NERC
       may delegate to conduct on its behalf all or part of its management tasks under this
       Agreement.
   13. Oversight Group. A group comprised of one representative from each direct, signatory
       Party to this Agreement, and that will be facilitated by NERC, and which will address
       issues related to the implementation of this Agreement, as further described in Section V
       of this Agreement.
   14. Party/Parties. Signatories to this Agreement and any related, associated, affiliated, or
       employed individual whether or not authorized as a Data Recipient. Researchers are not
       considered direct Parties hereto, but they and their access to and use of Covered Data are
       covered through this Agreement by separate, individual Synchrophasor Research Data-
       Sharing Agreement(s) based on this Agreement, substantially in the form attached hereto
       as Appendix B, which shall each become an Appendix hereto immediately as it is entered
       into.
   15. Permitted Purposes. Use of Covered Data for (i) directly maintaining and potentially
       improving the operational performance and reliability of the Grid, or reducing Grid
       operating costs, and (ii) research and analysis for better theoretical understanding of the
       operation and reliability of the Grid, or for Commercial Use, with all such research
       conditioned on prior authorization having been obtained through processes and standards
       to be developed and agreed to by the Oversight Group as specified herein.
   16. Phasor Measurement Unit (“PMU”)/Synchrophasor. A device for collecting
       information related to and reflecting Grid qualities such as system balance, power flow,
       and stability, widely separated voltages, and other complex and/or sinusoidal data that
       can be represented by vectors and phase angles, and as may be further specified in an
       Annex hereto.
   17. Researcher. Any entity, including a Party, that uses Covered Data not collected from a
       point owned by said entity in Permitted Purpose research which has been authorized
       through processes and standards to be developed and agreed to by the Oversight Group,

Industry Synchrophasor Data-Sharing Agreement                                           Page 6 of 23
February 2010
       as further specified herein below, whatever the nature or structure of that entity, and
       whether or not already a direct Party hereto. Researchers are not themselves considered
       as direct Parties to this Agreement, but they and their access to and use of Covered Data
       are covered indirectly through this Agreement by separate, individual Synchrophasor
       Research Data-Sharing Agreement(s) based on this Agreement and substantially in the
       form attached hereto as Appendix B, which shall each become an Appendix hereto
       immediately as it is entered into.
   18. Generally, all other terms used herein that are not defined in this Agreement are to be
       interpreted as defined in the most current NERC Glossary of Terms Used in Reliability
       Standards.

IV. Other/Controlling Authority
   1. This Agreement has been drafted and is to be interpreted so that Parties hereto can
       (i) comply with laws, rules, regulations, orders and other requirements, now or hereafter
       in effect, of all legal or regulatory authorities having jurisdiction over the Covered Data,
       this Agreement, or any Party hereto, and (ii) still protect confidential Covered Data, as is
       intended by the Parties hereto. If a Party is required by any laws, ordinances, rules,
       regulations, orders and other requirements, now or hereafter in effect, to take any action
       that is different from those as contemplated under this Agreement, then that Party shall
       not be foreclosed by this Agreement from taking such action — provided, however, that
       said Party shall notify NERC before it takes any such action, as further described in
       Section VII herein below. To the extent the terms of this Agreement may come into
       conflict with an obligation of any Party under the NERC Bylaws and Reliability
       Standards, including Standards CIP-002 through CIP-009, such conflict shall be
       presented for resolution to the Oversight Group pursuant to processes to be developed
       and agreed to by the Oversight Group as further specified herein below.
   2. Relationship to NERC Operating Reliability Data Agreement. Except as set forth in
       this Agreement with respect to Covered Data as defined herein, nothing in this
       Agreement modifies any other agreements that may be in place between or among Parties
       hereto including, without limit, the provisions of any NERC Operating Reliability Data
       Agreement that may be in effect between the NERC and a Party hereto.


Industry Synchrophasor Data-Sharing Agreement                                           Page 7 of 23
February 2010
V. Data Sharing and Use
   1. NERC shall establish an Oversight Group comprised of one representative each from all
       direct, signatory Parties to this Agreement, and said Oversight Group will address,
       whenever appropriate and necessary:
       (a) proposed changes to this Agreement, such as other requirements that all signatories
           hereto might need to meet in order to permit additional types of signatories to become
           Parties hereto;
       (b) evaluation and approval of any entity to which NERC may seek to delegate any of its
           management duties under this Agreement; and,
       (c) processes and standards by which
             (i) non-Party Grid Operational Entities and Participants can have access to
                 Covered Data;
            (ii) Researchers (whether or not already Parties) may obtain facilitated approval
                 for use of Covered Data for research related to Permitted Purposes;
            (iii) Derived Information can, on an expedited basis, be granted a signed, written
                 waiver from the normal requirement that such information must be treated and
                 protected to the same degree as Covered Data;
            (iv) data protections may be evaluated as satisfactory, particularly when concerns
                 about a Data Recipient’s or Researcher’s practices have been presented to
                 NERC for its review;
            (v) commercial software or hardware tools for Grid analysis, operation, control, or
                 cost reduction, or similar services, developed from access to and analysis of
                 Covered Data, may be made available to all Grid Operational Entities or
                 Participants at prices, and under other terms and conditions, reasonable and
                 acceptable to the Parties hereto; and,
            (vi) legal requirements to disclose Covered Data or protected Derived Information,
                 disputes, breaches of this Agreement, and other matters brought to its attention
                 can be expeditiously, efficiently, and justly resolved (based as closely as is
                 practicable upon the dispute resolution procedures of NERC).
   2. Unless required in a written Appendix to this Agreement, Covered Data will be shared
       ―unprocessed‖: i.e., as originally generated, or – if so requested by the Data Recipient,

Industry Synchrophasor Data-Sharing Agreement                                           Page 8 of 23
February 2010
       and in NERC’s sole discretion possible for NERC to provide – in an alternative format
       that allows easier processing without loss of any underlying information. If so required
       by a written Appendix hereto, Covered Data that must be provided in an ―anonymized
       and historical‖ format will be provided aggregated and stripped of any easily identifiable
       individual information, and no less than 60 days old.
   3. Covered Data shall only be given to Data Recipients with a need to have access thereto
       solely for Permitted Purposes. Without limiting the foregoing, Covered Data must be kept
       separate from any entity’s Merchant/Market Function, except (a) during an emergency as
       defined by NERC, (b) as may be compelled by law or judicial or regulatory order or
       directive, and/or (c) as otherwise required under rules and regulations of the Federal
       Energy Regulatory Commission or other applicable governmental authorities as defined
       in NERC’s bylaws.
   4. Data Providers hereby consent to NERC providing Covered Data to Researchers
       (whether or not already Parties hereto) solely for research pertaining to Permitted
       Purposes, provided that (a) the research project has received prior approval from NERC
       pursuant to processes and standards to be developed and agreed to for this purpose by the
       Oversight Group established hereunder, and (b) each such Researcher has executed a
       Synchrophasor Research Data-Sharing Agreement (including any applicable Researcher
       Confidentiality and Data Protection Statement) that is both based on this Agreement and
       substantially in the form attached hereto as Appendix B, each of which shall become an
       Appendix hereto immediately as it is entered into.
   5. Transfer of Covered Data to a Data Recipient does not imply any
       (a) grant of any
             (i) authority to place on any other entity’s system a PMU, Synchrophasor, or any
                 other similar or comparable measurement or analysis device, or
            (ii) right to access any other entity’s own PMU(s), Synchrophasor(s), or any other
                 similar or comparable measurement or analysis device(s); or,
       (b) transfer of any responsibility for any Grid or non-Grid operational or reliability
           control.




Industry Synchrophasor Data-Sharing Agreement                                           Page 9 of 23
February 2010
VI. Intellectual Property
   1. Other than as permitted by Section XIII herein, transfer of Covered Data to any Data
       Recipient does not imply any
       (a) transfer of any intellectual property rights, or of any other rights, thereto;
       (b) grant of any authority to access or utilize any other data, program, model, or other
           intellectual property of any other entity, whether or not it includes or was based upon
           the same or similar Covered Data; or
       (c) transfer or grant of any portion of the intellectual property developed by any other
           entity from the same or similar Covered Data.
   2. In full and fair exchange for having obtained free access to certain valuable property of
       the interconnected Grid – i.e., Covered Data – all Parties hereby grant to NERC, on
       behalf and for the benefit of every other individual Party, and all other non-Party Grid
       Operational Entities and Participants, a limited, irrevocable, non-exclusive, non-
       transferable, non-sub-licensable license to any and all Derived Information obtained
       therefrom, to the following extent:
       (a) all non-secret studies or reports produced by any Party based on their access to and/or
           use of Covered Data shall be provided at no cost to NERC, for its provision to any
           Grid Operational Entity or Participant at no additional cost, without representation or
           warranty by any entity; and,
       (b) commercial software or hardware tools for Grid analysis, operation, control, or cost
           reduction, or similar services, developed by a Party from the use or analysis of
           Covered Data or Derived Information, shall be made available to any Grid
           Operational Entity or Participant at prices, and under other terms and conditions,
           reasonable and acceptable to the Parties hereto, established through processes and
           standards to be developed and agreed to by the Oversight Group established
           hereunder.
   3. Other than as noted in Section VI, Paragraph 2 above – that the Commercial Use of any
       Covered Data or Derived Information, wherever and however obtained, must be
       authorized under this Agreement – nothing in this Agreement is intended to
       (a) restrict the right of a Data Provider to use, dispose of, copy, or share the Covered
           Data submitted by such Party to NERC for sharing hereunder

Industry Synchrophasor Data-Sharing Agreement                                               Page 10 of 23
February 2010
             (i) as such Party determines is appropriate,
            (ii) as may be permitted or required by law and regulation, and
            (iii) is not otherwise prohibited due to its nature as confidential, business sensitive,
                   critical energy infrastructure information, or potentially harmful to
                   competition;
       (b) provide NERC with a license to use any Derived Information developed by a Data
           Provider from Covered Data that they collect at any point owned by said entity for
           any of their own internal purposes – such as for Grid or non-Grid operations or
           reliability – which use shall be outside of any control under this Agreement; or,
       (c) otherwise restrict any use or analysis any Party may make of Covered Data collected
           at any point owned by said entity but not shared hereunder.
   4. Nothing herein grants any Party any right to use the corporate name, logo, trademark, or
       other signifying sign of another Party, any Data Recipient, or any other entity, without
       prior express written authorization by the owner thereof.

VII. Protection of Covered Data and Derived Information
   1. When so required by a written Appendix to this Agreement, Covered Data to be provided
       in an ―anonymized and historical‖ format will be aggregated and stripped of any easily
       identifiable individual information, and no less than 60 days old.
   2. Data Recipients shall exercise due diligence and make all reasonable efforts, as permitted
       by law, to protect and maintain the secrecy of Covered Data, including any Derived
       Information (except where a written waiver to that requirement has been granted by
       NERC in accord with policies and procedures developed by the Oversight Group as
       specified herein above), to prevent any unpermitted release thereof to, or any access by,
       the public or any unauthorized recipient — such as anyone acting in a Merchant/Market
       Function, or any unauthorized use thereof — such as for any purpose other than a
       Permitted Purpose. The obligations herein shall survive and continue after the termination
       of this Agreement, for so long as is retained either Covered Data, or Derived Information
       regarding which the requirement of protection has not been waived in accordance
       herewith.




Industry Synchrophasor Data-Sharing Agreement                                              Page 11 of 23
February 2010
   3. Data Recipients shall exercise due diligence and make all reasonable efforts, as permitted
       by law, to oppose or prevent legally ―compelled disclosure‖ of Covered Data, or Derived
       Information (when a written waiver for the protection thereof has not been granted as
       specified herein above), to any non-Party or other unauthorized entity, including at least
       the following actions:
       (a) provide immediate notice to NERC of any such release as may be threatened or
           pending, so as to permit NERC sufficient time to oppose or challenge such disclosure,
           including appeals;
       (b) provide all reasonable assistance to NERC as may be requested;
       (c) request an appropriate protective order;
       (d) seek, as may be necessary and appropriate, the assistance of the United States Federal
           Energy Regulatory Commission (―FERC‖) and/or Department of Homeland Security
           (―DHS‖), and, as relevant, their Canadian counterpart(s), for treatment and protection
           of the data as (under their respective regulations) Critical Energy Infrastructure
           Information (―CEII‖) and/or Critical Infrastructure Information (―CII‖) and/or their
           relevant Canadian equivalents; and,
       (e) release only the most minimal data as may be finally required.
   4. Data Recipients cannot publish or present any research findings, or file for any patent,
       based on their receipt of, access to, and/or use or analysis of Covered Data, before
       providing written notice to NERC, including a reasonable opportunity to review the
       proposed findings or filing, and receipt in return of written clearance from NERC.
       (a) Said review and clearance is solely, and shall be used only, in order to keep secret,
           and protect from public or other unpermitted disclosure, any confidential, business
           sensitive, critical energy infrastructure information that may be harmful to
           competition if inappropriately disseminated. This provision is intended solely for the
           protection of the operation and reliability of the Grid, the security of Grid
           infrastructure, and the fairness and openness of market operations related to the Grid.
           It is not intended, and shall not be used, to unnecessarily limit the research freedom,
           or otherwise unnecessarily encumber any intellectual property, of any Party or Data
           Recipient.



Industry Synchrophasor Data-Sharing Agreement                                              Page 12 of 23
February 2010
       (b) For the aforesaid purpose, NERC may require redaction of any specific information
           from the aforementioned proposed publication, presentation, or filing, and may refuse
           any or all permission to so publish, present, or file, in reasonable exercise of its sole
           discretion.
       (c) NERC will review any submitted publication, presentation, or filing, and respond to
           the requesting entity, within fifteen (15) business days of receipt of the
           aforementioned request with approval, redaction, or denial of the aforesaid
           publication, presentation, or filing, including with any redaction or denial each
           specific security or reliability concern, and referencing the specific content on which
           any such concern is based.
       (d) Violation of this requirement is sufficient grounds for (i) immediate termination of
           this Agreement with regard to any Party (or the applicable Synchrophasor Research
           Data-Sharing Agreement with regard to any Researcher), and (ii) NERC to seek
           immediate judicial relief without resort to non-judicial resolution as otherwise
           provided herein.
   5. Data Recipients shall also provide written notice to NERC, and NERC will notify any
       impacted Data Provider, of:
       (a) any and each release of Covered Data to a non-Party, or other breach of secrecy or
           security hereunder, with the details both of said release and breach and all measures
           taken to prevent a repetition thereof; and
       (b) every instance where Covered Data is shared with or provided to any entity’s
           Merchant/Market Function during an emergency as defined by NERC, with a
           complete explanation of why said event qualified as an emergency.
   6. Every individual associated with a Data Recipient, including employees, contractors, and
       agents such as lawyers, etc., with access to Covered Data shall sign an individual Data
       Protection and Confidentiality Statement, to be retained by said entity for potential
       review by NERC, and which shall become, and be treated as, an Annex to this
       Agreement. The required terms of each Data Protection and Confidentiality Statement are
       set forth in Appendix A hereto, and the terms of this Agreement are hereby incorporated
       therein by reference, and further, all signatories thereto agree to be subject to this
       Agreement as though it were set forth fully therein.

Industry Synchrophasor Data-Sharing Agreement                                            Page 13 of 23
February 2010
   7. Data Recipients will exercise all reasonable efforts to label Covered Data when received
       as ―Confidential and Proprietary Transmission Data,‖ and otherwise protect Covered
       Data by techniques as may be specified in an Appendix hereto.
   8. Data Recipients must also ensure that sufficient internal training is in place to insure that
       Covered Data can only be used for a Permitted Purpose consistent with this Agreement,
       and that it is not accessible to any Merchant/Market Function activities.
   9. If a Party believes that NERC, another Party, a Data Recipient, or a Researcher, is not
       adequately protecting Covered Data or Derived Information (except where a waiver to
       the requirements for protection of Derived Data has been granted by NERC in accord
       with policies and procedures developed by the Oversight Group), then said Party must
       first raise its concerns with said other entity, and then, if they are unable to resolve the
       issue, next bring its concerns before the Oversight Group for resolution pursuant to the
       dispute resolution procedures stipulated herein below.

VIII. Integration, Amendment, and Severability
   1. This Agreement sets forth the entire agreement and understanding between or among the
       Parties, and supersedes all prior oral or written understandings, representations, and
       discussions between them respecting the subject matter thereof. Further:
       (a) No rights, obligations or terms other than those expressly stated herein are to be
           implied from any term of this Agreement.
       (b) The entirety of this Agreement includes all attached Annexes, Appendices,
           Schedules, etc., as they may be revised form time to time as described herein, and the
           terms of which are, hereby, incorporated herein by reference, and, further, all Parties
           hereto agree to be subject to them as though they were set forth fully herein.
       (c) This Agreement may be signed in multiple originals.
   2. There shall be no changes, amendments, alternatives or exceptions to this Agreement
       unless such are made in writing and signed by an authorized representative of each extant
       Party hereto. Additional or later Parties hereto shall take this Agreement as it exists at the
       time they enter into it, however it may have been properly modified prior to that time.
   3. In the event any provision of this Agreement shall be found to be illegal or
       unenforceable, then – notwithstanding such illegality or unenforceability – this


Industry Synchrophasor Data-Sharing Agreement                                            Page 14 of 23
February 2010
       Agreement shall continue in full force and effect and there shall be substituted for such
       illegal or unenforceable provision a like, but legal and enforceable, provision which as
       closely as legally possible reflects the intent and effect of the original provision. In the
       event a like but legal and enforceable provision cannot be so substituted, the illegal or
       unenforceable provision shall be deemed to be deleted and the remaining provisions shall
       continue in full force and effect.

IX. Term & Termination
   1. The term of this Agreement shall commence immediately upon the signature by
       authorized individuals, and shall remain in effect until terminated pursuant hereto.
   2. It is expressly understood that NERC may temporarily suspend, in whole or part, the
       provision of Covered Data to any Data Recipient, or any other form of said entity’s
       access to Covered Data under this Agreement, for any cause, in the reasonable exercise of
       its sole discretion, including without limitation emergencies, maintenance, or other
       operational requirements of the Grid.
   3. Any Party, within its sole discretion and without penalty, wishing for any reason to
       terminate this Agreement as to that party shall notify NERC in writing of its desire to
       terminate this Agreement, which shall be effective thirty (30) days after receipt thereof.
       However,
       (a) termination of a Party’s participation in this Agreement shall not effect the
           continuation of this Agreement as between or among all other Parties hereto; and,
       (b) upon a Data Provider’s failure to provide NERC with Covered Data as contemplated
           under this Agreement, or notice by a Data Provider of its intent to stop providing
           Covered Data to NERC under this Agreement, NERC may treat that failure or notice
           as a breach of this Agreement and immediately stop providing to said entity any
           Covered Data or other benefit associated with being a Party to this Agreement,
           without needing to wait until the end of the aforesaid thirty (30) day period.
   4. NERC may, within twenty-one (21) days, by written notice, terminate the Party status of
       any Party to this Agreement for actions of said Party that, in the reasonable exercise of
       NERC’s sole discretion, are in violation of the terms, purposes, or intent of this
       Agreement. Such termination may include termination of all future access to Covered


Industry Synchrophasor Data-Sharing Agreement                                            Page 15 of 23
February 2010
       Data, as well as require the immediate return or destruction, at NERC’s choice in the
       reasonable exercise of its sole discretion, of all Covered Data already received.
   5. Certain duties under this Agreement shall remain operative after termination of this
       Agreement — in particular, pursuant to Section X, Paragraph 3 herein below,
       indemnification for any liability accruing to another Party as a result of any Party’s
       unpermitted or unauthorized disclosure of Covered Data, and – at NERC’s sole discretion
       expressed in writing at the termination of this Agreement – the continued protection and
       security of any retained Covered Data or Derived Information (except where a waiver to
       the requirements for protection of Derived Data has been granted by NERC in accord
       with policies and procedures developed by the Oversight Group).

X. Disclaimer, Limitation of Liability, Hold Harmless & Indemnity
   1. Each Data Recipient acknowledges and agrees that NERC and other Data Providers have
       generated and gathered Covered Data solely to meet their own Grid operational and
       reliability responsibilities and the Grid’s needs. Therefore, and including when Covered
       Data has been required to be provided in an ―anonymized and historical‖ format, or is
       provided at their own request in a more convenient ―alternative‖ format, each as
       described herein above, each Data Recipient shall receive any and all Covered Data ―as
       is‖ and without regard to any faults, errors, defects, inaccuracies, and omissions therein.
       Further:
       (a) No Party hereto makes any representations or warranties whatsoever with respect to
           the availability, timeliness, accuracy, reliability, or suitability of any Covered Data
           provided pursuant to this Agreement.
       (b) Each Data Recipient expressly disclaims all right to enforce representations,
           warranties, and assurances of any kind, express or implied, with respect to Covered
           Data. By way of illustration and without limiting the generality of the foregoing, each
           Data Recipient expressly disclaims receipt of any warranty of merchantability, non-
           infringement, fitness for a particular purpose, efficacy, or safety.
       (c) Each Data Recipient assumes any and all risk and responsibility for use of, and any
           reliance on, Covered Data, and disclaims and waives all other rights and remedies
           that it otherwise may have with respect thereto.


Industry Synchrophasor Data-Sharing Agreement                                           Page 16 of 23
February 2010
   2. Except for an intentional disclosure of Covered Data in violation or other breach of this
       Agreement, no Party shall be liable for any direct, indirect, consequential, punitive, or
       other damages suffered by any other Party resulting from access to or use of any Covered
       Data, including by way of illustration and without limiting the generality of the
       foregoing, loss of profit, loss of use, or loss of revenue or business opportunities
       connected in any way to any of the activities undertaken pursuant to this Agreement.
   3. Notwithstanding any liability limitation herein:
       (a) A Data Recipient shall hold harmless and indemnify any Party hereto against all loss,
           damage and expenses, including attorneys’ fees and other costs, for any cause of
           action that arises out of or relates to said Data Recipient’s access to, or knowledge,
           receipt, or use of, Covered Data. At its option, NERC shall have full control over the
           conduct and settlement of any such action, and said Data Recipient agrees to
           cooperate fully with NERC. Nothing herein shall limit NERC’s authority to exercise
           any rights and remedies to which any Data Provider may be entitled by law or in
           equity by virtue of a Data Recipient’s access to, or knowledge, receipt, or use of,
           Covered Data under this Agreement. If a Party believes that NERC, in taking such
           action on behalf of a Party, is not adequately representing that Party's interests with
           respect to the protection or use of Covered Data, then said Party must raise its
           concerns to the Oversight Group for resolution pursuant to the dispute resolution
           procedures stipulated herein below.
       (b) The Parties expressly acknowledge and agree that any improper disclosure of
           Covered Data might result in a violation of applicable federal, state, or Provincial
           laws or regulations that could result in the imposition of civil or criminal fines,
           penalties, or forfeitures. In the event that the Data Recipient discloses Covered Data
           in contravention to this Agreement, and such disclosure results in the imposition of
           any fine, penalty or forfeiture on any Data Provider, then the Data Recipient making
           such disclosure shall indemnify and hold the penalized Data Provider harmless from
           any and all such fines, penalties and forfeitures of any kind, character or amount, and
           shall, upon written demand, pay to said Data Provider any amount assessed by way of
           fine, penalty or forfeiture arising from said impermissible disclosure of such Covered
           Data, except to the extent of the otherwise indemnified Data Provider’s own

Industry Synchrophasor Data-Sharing Agreement                                           Page 17 of 23
February 2010
           negligence. This right to indemnification shall survive the termination of this
           Agreement and shall remain in full force and effect for so long as any regulatory
           agency or authority can seek to impose any such fine, penalty or forfeiture for such
           disclosure.

XI. Governing Law, Preemption, Interpretation, Dispute Resolution, and Remedies
   1. This Agreement shall be governed by, subject to, and construed in all respects in
       accordance with the law of the State of New Jersey without regard to that state’s conflict
       of laws principles, except to the extent there is no such law, in which case it shall be in
       accordance with the Federal laws of the United States, except to the extent there is no
       such law, in which case it shall be governed by, subject to, and construed in all respects
       in accordance with federal, Provincial, or state laws of Canada or Mexico, if and as
       applicable.
   2. No rights, obligations or terms other than those expressly recited herein are to be implied
       from this Agreement. By way of illustration and without limiting the generality of the
       foregoing:
       (a) Nothing contained in this Agreement shall be construed as creating any joint venture,
           teaming agreement, partnership, or other formal business organization, or agency
           arrangement. At all times the Parties shall be considered as independent contractors.
       (b) No Party is required by virtue of this Agreement to enter into a future commercial or
           business relationship with another Party.
       (c) Nothing contained herein shall be construed as creating an exclusive dealing
           agreement.
       (d) Ambiguities or uncertainties in the wording of this Agreement shall not be construed
           for or against any Party, but shall be construed in the manner that most accurately
           reflects a Party’s intent as of the date said Party executed this Agreement, and any
           amendment thereto properly made as specified herein above.
   3. Other than in cases where a Data Recipient fails to obtain prior written permission to
       publish or present, or to file for a patent, any disputes arising over issues regarding this
       Agreement shall be settled in accordance with the dispute resolution procedures of
       NERC. If a Party believes that NERC is not adequately representing that Party's interests


Industry Synchrophasor Data-Sharing Agreement                                           Page 18 of 23
February 2010
       with respect to the protection or use of Covered Data, then said Party must raise its
       concerns to the Oversight Group for resolution pursuant to its own procedures.
       Notwithstanding those procedures, if a concern has not been resolved to the satisfaction
       of the aforesaid Party within 3 months after its concern was raised, then that Party is free
       to pursue any other remedy to which that Party is otherwise entitled at law or in equity.
   4. Each Data Recipient recognizes that unauthorized use or disclosure of Covered Data may
       give rise to irreparable injury to NERC, other Parties to this Agreement, and/or the Grid,
       inadequately compensable in damages, and that NERC, in the first instance, or – if a
       concern raised to the Oversight Group has not been satisfactorily resolved as stipulated
       herein above – any aggrieved Party, may seek and obtain injunctive relief, specific
       performance or other comparable equitable relief against the breach or threatened breach
       of the Data Recipient’s obligations under this Agreement, without proof of actual
       damages, in addition to any other legal remedies which may be available to NERC or the
       aforesaid aggrieved Party. In addition to the equitable relief identified above, NERC or
       the aforesaid aggrieved Party shall be entitled to recover from Data Recipient, its
       directors, officers, agents, contractors, employees, etc., any gains that said Data Recipient
       wrongfully acquired, directly or indirectly, as a result of any unauthorized disclosure or
       use of Covered Data.

XII. Form of Notice
   1. All notices and other communications required or permitted under this Agreement shall
       be in writing, and shall be (a) delivered in person, (b) sent by U.S. overnight mail or
       commercial overnight delivery service with receipt notification, or (c) sent by email or
       other electronic transmission, such as facsimile transmission, with an original sent
       immediately thereafter by certified, postage prepaid mail. All such notices and
       communications shall be properly addressed as follows:

                          Party Name       Delete this and enter your information here.
                          Address          Delete this and enter your information here.
                          Address          Delete this and enter your information here.
                          Address          Delete this and enter your information here.
                          Attn:            Delete this and enter your information here.
                          [_Authorized_Individual_]



Industry Synchrophasor Data-Sharing Agreement                                          Page 19 of 23
February 2010
                          Telephone:         Delete this and enter your information here.
                          E-mail address:    Delete this and enter your information here.
   2. A Party may from time to time change its authorized signatory individual representative,
       or its address, by providing notice to NERC and specifying the new authorized individual
       or address. This Agreement remains binding upon any Party once its authorized
       representative signs, whether or not at some later date that representative ceases to be so
       authorized for said Party. This Agreement shall be terminated for that Party only when a
       currently authorized representative notifies NERC, pursuant hereto, that said Party wishes
       to withdraw from the Agreement.

XIII. Assignment & Successors
       Neither this Agreement nor any rights under this Agreement are assignable or otherwise
       transferable by any Party, in whole or in part — provided, however, that any Party may
       assign or transfer this Agreement and their rights hereunder to any lawful successor entity
       upon (i) advance written notice to NERC, and (ii) NERC’s subsequent concurrence
       thereto in writing, which shall not be unreasonably delayed or withheld, and (iii)
       provided that such successor entity agrees in advance, in writing, to the terms and
       conditions hereof and agrees to become a Party hereto.

XIV. Waiver
       No provision of this Agreement shall be deemed waived, and no breach shall be deemed
       excused, unless such waiver or consent shall be in writing and signed by NERC, or where
       NERC itself is the breaching Party, by a duly authorized representative for the Oversight
       Group acting on behalf of all the Parties. No consent to, or waiver of, a breach by any
       Party, whether express or implied, shall constitute a consent to, waiver of, or excuse for
       any different or subsequent breach by said, or any other, Party.


                              [Remainder of page intentionally blank]




Industry Synchrophasor Data-Sharing Agreement                                         Page 20 of 23
February 2010
       NORTH AMERICAN ELECTRIC
       RELIABILITY CORPORATION

       By: _________________________________________

       Name: Delete this and enter your information here.

       Title: Delete this and enter your information here.

       Date: Delete this and enter your information here.


       Signatory Organization:

       Delete this and enter your information here.

       By:    _________________________________________

       Name: Delete this and enter your information here.

       Title: Delete this and enter your information here.

       Date: Delete this and enter your information here.




Industry Synchrophasor Data-Sharing Agreement                Page 21 of 23
February 2010
                                            Appendix A

              DATA RECIPIENT PROTECTION AND CONFIDENTIALITY
                            ACKNOWLEDGMENT

Pursuant to the Industry Synchrophasor Data-Sharing Agreement between the North
American Electric Reliability Corporation (NERC) and Delete this and enter your
information here., as an individual associated with Data Recipient (whether employee,
contractor, or agent) with access to Covered Data as specified in that Agreement, I hereby
acknowledge that the terms of the aforesaid Agreement, as may be modified from time to
time, are incorporated herein, in their entirety, and further that I am subject to that
Agreement as though it were set forth fully herein. I also affirm that I have read the terms
of the aforementioned Agreement, and agree to abide by them, in particular regarding the
permitted use of, and required protective measures applicable to, Covered Data and
Derived Information, which is sensitive, confidential, proprietary to the North American
bulk electric system (―Grid‖), must be used exclusively for Permitted Purposes as defined
in the aforesaid Agreement, such as Grid operational control or reliability, and shall be
immediately returned to NERC at its direction.

Data Recipient Signature and Acknowledgement


Organization: Delete this and enter your information here.


Signature:        _____________________________________


Printed Name: Delete this and enter your information here.


Date:             Delete this and enter your information here.




Industry Synchrophasor Data-Sharing Agreement                                             Page 22 of 23
February 2010
                                      Appendix B



                               Standard Form of
                “Synchrophasor Research Data-Sharing Agreement”




                                      (Attached)




Industry Synchrophasor Data-Sharing Agreement                     Page 23 of 23
February 2010

				
DOCUMENT INFO
Shared By:
Categories:
Stats:
views:27
posted:2/1/2011
language:English
pages:23
Description: Equity Sharing Agreement for Employees document sample